ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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California
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77-0066628
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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110 West Taylor Street, San Jose, California
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95110
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common Stock, $0.521 par value per share
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New York Stock Exchange
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Class
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Outstanding at February 14, 2014
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Common Stock, $0.521 par value per share
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20,202,177
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Page
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PART I
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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PART II
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Item 5.
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Item 6.
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Item 7.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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PART III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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PART IV
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Item 15.
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Item 1.
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Business
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•
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San Jose Water Company, a wholly owned subsidiary of SJW Corp., with its headquarters located at 110 West Taylor Street in San Jose, California 95110, was originally incorporated under the laws of the State of California in 1866. As part of a reorganization on February 8, 1985, San Jose Water Company became a wholly owned subsidiary of SJW Corp. San Jose Water Company is a public utility in the business of providing water service to approximately
228,000
connections that serve a population of approximately
one million
people in an area comprising approximately
138
square miles in the metropolitan San Jose, California area.
|
•
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SJWTX, Inc., a wholly owned subsidiary of SJW Corp., was incorporated in the State of Texas in 2005. SJWTX, Inc. is doing business as Canyon Lake Water Service Company (“CLWSC”). CLWSC is a public utility in the business of providing water service to approximately
11,000
connections that serve approximately
36,000
people. CLWSC's service area comprises more than
240
square miles in western Comal County and southern Blanco County in the growing region between San Antonio and Austin, Texas. SJWTX, Inc. has a 25% interest in Acequia Water Supply Corporation (“Acequia”). The water supply corporation has been determined to be a variable interest entity within the scope of Financial Accounting Standards Board (FASB) Accounting Standard Codification (ASC) Topic 810—“Consolidation” with SJWTX, Inc. as the primary beneficiary. As a result, Acequia has been consolidated with SJWTX, Inc.
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•
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SJW Land Company, a wholly owned subsidiary of SJW Corp., was incorporated in 1985. SJW Land Company owns undeveloped land in the states of California and Tennessee, owns and operates commercial buildings in the states of California, Texas, Arizona and Tennessee, and has a 70% limited partnership interest in 444 West Santa Clara Street, L.P.
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•
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Texas Water Alliance Limited (“TWA”), a wholly owned subsidiary of SJW Corp., is undertaking activities that are necessary to develop a water supply project in Texas.
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Name
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Age
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Offices and Experience
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D.R. Drysdale
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58
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San Jose Water Company—Vice President, Information Systems. Mr. Drysdale has served as Vice President of Information Systems since 2000. From 1998 to 1999, Mr. Drysdale was Director of Information Systems. From 1994 to 1998, Mr. Drysdale was Data Processing Manager. Mr. Drysdale joined San Jose Water Company in 1992.
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A.R. Gere
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47
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San Jose Water Company—Vice President, Operations. Mr. Gere has served as Vice President of Operations since 2013. From 2008 to 2013, Mr. Gere was Chief of Operations. From 2006 to 2008, Mr. Gere was Director of Maintenance. From 2005 to 2006, Mr. Gere was Director of Operations and Water Quality. From 2003 to 2005, Mr. Gere was Manager of Operations and Water Quality. Mr. Gere has been with San Jose Water Company since 1995.
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C.S. Giordano
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57
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San Jose Water Company—Vice President, Engineering. Mr. Giordano has served as Vice President of Engineering since April 2013. From June 2007 to April 2013, Mr. Giordano was Chief Engineer. From August 2000 to June 2007, Mr. Giordano was Director of Engineering and Construction. From January 1994 to August 2000, Mr. Giordano was Assistant Chief Engineer. Mr. Giordano has been with San Jose Water Company since 1994.
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P. L. Jensen
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54
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San Jose Water Company—Senior Vice President, Regulatory Affairs. Mr. Jensen has served as Senior Vice President of Regulatory Affairs since October 2011. From July 2007 to October 2011, Mr. Jensen was Vice President of Regulatory Affairs. From 1995 to July 2007, Mr. Jensen was Director of Regulatory Affairs. Mr. Jensen has been with San Jose Water Company since 1995.
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D.M. Leal
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49
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San Jose Water Company—Vice President, Human Resources. Ms. Leal has served as Vice President of Human Resources since 2013. From 2001 to 2013, Ms. Leal was Director of Human Resources. From 2000 to 2001, Ms. Leal was employed as a Human Resources Manager at Micrel Semiconductor, Inc. From 1989 to 2000, Ms. Leal worked in various capacities for San Jose Water Company.
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J.P. Lynch
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54
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SJW Corp.—Chief Financial Officer and Treasurer. Mr. Lynch has served as Chief Financial Officer and Treasurer since October 2010. He is also Chief Financial Officer and Treasurer of San Jose Water Company, SJW Land Company, SJWTX, Inc. and Texas Water Alliance Limited. Prior to joining the Corporation, Mr. Lynch was an Audit Partner with KPMG LLP. Mr. Lynch was with KPMG LLP for 26 years. Mr. Lynch is a certified public accountant.
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S. Papazian
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38
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SJW Corp.—Corporate Secretary and Attorney. Ms. Papazian has served as Corporate Secretary and Attorney for SJW Corp. and San Jose Water Company since February 2005. She is also Corporate Secretary of SJW Land Company, SJWTX, Inc. and Texas Water Alliance Limited. She was admitted to the California State Bar in January 2000 and thereafter was an Associate Attorney at The Corporate Law Group from March 2000 until February 2005.
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W.R. Roth
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61
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SJW Corp.—President, Chief Executive Officer and Chairman of the Board of Directors of SJW Corp., San Jose Water Company, SJW Land Company and SJWTX, Inc. Mr. Roth is also Chief Executive Officer and Chairman of the Board of Directors of Texas Water Alliance Limited. Mr. Roth was appointed Chief Executive Officer of SJW Corp. in 1999 and President in 1996. Mr. Roth has been with San Jose Water Company since 1990.
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W.L. Avila-Walker
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50
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San Jose Water Company—Controller. Ms. Avila-Walker has served as Controller since September 2009. From August 2008 to September 2009, Ms. Avila-Walker served as Director of Compliance. From May 2005 to May 2008, Ms. Avila-Walker served as Director of Reporting and Finance.
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A.F. Walters
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43
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San Jose Water Company—Chief Administrative Officer. Mr. Walters has served as Chief Administrative Officer since January 31, 2014. Prior to joining San Jose Water Company, Mr. Walters was a managing director and a senior acquisitions officer in the Infrastructure Investments Group of JP Morgan Asset Management from January 2009 to June 2013.
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Item 1A.
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Risk Factors
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•
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Liquidity risk—real estate investments are illiquid. The lag time to build or reduce the real estate portfolio is long.
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•
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Obsolescence risk—real estate property is location specific. Location obsolescence can occur due to a decline of a particular sub-market or neighborhood. Functional obsolescence can also occur from physical depreciation, wear and tear, and other architectural and physical features which could be curable or incurable.
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•
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Market and general economic risks—real estate investment is tied to overall domestic economic growth and, therefore, carries market risk which cannot be eliminated by diversification. Generally, all property types benefit from national economic growth, though the benefits range according to local factors, such as local supply and demand and job creation. Because real estate leases are typically staggered and last for multiple years, there is generally a delayed effect in the performance of real estate in relation to the overall economy. This delayed effect can insulate or deteriorate the financial impact to SJW Land Company in a downturn or an improved economic environment.
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•
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Concentration/Credit risk—the risk of a tenant declaring bankruptcy and seeking relief from its contractual rental obligation could affect the income and the financial results of SJW Land Company. Diversification of many tenants across many properties may mitigate the risk, but can never eliminate it. This risk is most prevalent in a recessionary environment.
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•
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The level of labor and non-labor operating and maintenance expenses as affected by inflationary forces and collective bargaining power could adversely affect our operating and maintenance expenses.
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•
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The City of Cupertino lease operation could be adversely affected by:
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Item 1B.
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Unresolved Staff Comments
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Item 2.
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Properties
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% for Year Ended
December 31, 2013
of SJW Land Company
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||||||
Description
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Location
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Acreage
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Square Footage
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Revenue
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Expense
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||||
2 Commercial buildings
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San Jose, California
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2
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28,000
|
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11
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%
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10
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%
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Warehouse building *
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Windsor, Connecticut
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17
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170,000
|
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1
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%
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1
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%
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Retail building
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El Paso, Texas
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2
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14,000
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5
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%
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2
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%
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Warehouse building
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Phoenix, Arizona
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11
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176,000
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13
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%
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10
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%
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Warehouse building
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Knoxville, Tennessee
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30
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361,500
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31
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%
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28
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%
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Commercial building
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Knoxville, Tennessee
|
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15
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135,000
|
|
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39
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%
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49
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%
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Undeveloped land
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Knoxville, Tennessee
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10
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N/A
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N/A
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N/A
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Undeveloped land
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San Jose, California
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5
|
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N/A
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N/A
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N/A
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*
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On February 1, 2013, SJW Land Company closed the sale of its Connecticut warehouse building. Revenue and expense amounts are through the sale closing date and exclude transaction fees and the gain on sale of property.
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Item 3.
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Legal Proceedings
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Item 4.
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Mine Safety Disclosures
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Item 5.
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Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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2008
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2009
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2010
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2011
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2012
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2013
|
||||||
SJW Corp.
|
100
|
|
|
78
|
|
|
94
|
|
|
86
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|
|
100
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|
|
115
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Water Utility Index
|
100
|
|
|
99
|
|
|
118
|
|
|
133
|
|
|
159
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|
|
187
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S&P 500 Index
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100
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|
|
127
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|
|
146
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|
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149
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|
|
172
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|
|
228
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Item 6.
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Selected Financial Data
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2013
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2012
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2011
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2010
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|
2009
|
||||||
CONSOLIDATED RESULTS OF OPERATIONS
(in thousands)
|
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||||||
Operating revenue
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$
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276,869
|
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|
261,547
|
|
|
238,955
|
|
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215,638
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|
|
216,097
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|
Operating expense:
|
|
|
|
|
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||||||
Purchased water
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63,225
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66,106
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|
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54,317
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|
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43,557
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|
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45,317
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|
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Power
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7,619
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|
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5,796
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|
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5,394
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|
|
6,429
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|
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6,582
|
|
|
Groundwater extraction charges
|
37,927
|
|
|
23,940
|
|
|
20,997
|
|
|
26,614
|
|
|
31,635
|
|
|
Other production expenses
|
12,073
|
|
|
11,445
|
|
|
11,345
|
|
|
10,702
|
|
|
10,074
|
|
|
Administrative and general
|
43,714
|
|
|
42,812
|
|
|
39,136
|
|
|
38,184
|
|
|
35,445
|
|
|
Maintenance
|
13,548
|
|
|
13,350
|
|
|
13,261
|
|
|
12,242
|
|
|
13,172
|
|
|
Property taxes and other non-income taxes
|
10,317
|
|
|
9,703
|
|
|
8,921
|
|
|
7,907
|
|
|
8,549
|
|
|
Depreciation and amortization
|
35,039
|
|
|
33,098
|
|
|
31,193
|
|
|
28,331
|
|
|
25,643
|
|
|
Impairment on real estate investment
|
—
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|
|
—
|
|
|
—
|
|
|
3,597
|
|
|
—
|
|
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Total operating expense
|
223,462
|
|
|
206,250
|
|
|
184,564
|
|
|
177,563
|
|
|
176,417
|
|
|
Operating income
|
53,407
|
|
|
55,297
|
|
|
54,391
|
|
|
38,075
|
|
|
39,680
|
|
|
Interest expense, other income and deductions
|
(16,888
|
)
|
|
(17,437
|
)
|
|
(18,947
|
)
|
|
3,071
|
|
|
(14,229
|
)
|
|
Income before income taxes
|
36,519
|
|
|
37,860
|
|
|
35,444
|
|
|
41,146
|
|
|
25,451
|
|
|
Provision for income taxes
|
14,135
|
|
|
15,542
|
|
|
14,566
|
|
|
16,740
|
|
|
10,280
|
|
|
Net income
|
22,384
|
|
|
22,318
|
|
|
20,878
|
|
|
24,406
|
|
|
15,171
|
|
|
Dividends paid
|
14,443
|
|
|
13,231
|
|
|
12,823
|
|
|
12,603
|
|
|
12,202
|
|
|
CONSOLIDATED PER SHARE DATA (BASIC)
|
|
|
|
|
|
|
|
|
|
||||||
Net income
|
1.13
|
|
|
1.20
|
|
|
1.12
|
|
|
1.32
|
|
|
0.82
|
|
|
Dividends paid
|
0.73
|
|
|
0.71
|
|
|
0.69
|
|
|
0.68
|
|
|
0.66
|
|
|
Shareholders' equity at year-end
|
16.24
|
|
|
14.74
|
|
|
14.21
|
|
|
13.76
|
|
|
13.67
|
|
|
CONSOLIDATED BALANCE SHEET
(in thousands)
|
|
|
|
|
|
|
|
|
|
||||||
Utility plant and intangible assets
|
$
|
1,314,191
|
|
|
1,216,235
|
|
|
1,112,127
|
|
|
1,036,909
|
|
|
944,026
|
|
Less accumulated depreciation and amortization
|
415,453
|
|
|
384,675
|
|
|
355,914
|
|
|
322,102
|
|
|
298,921
|
|
|
Net utility plant
|
898,738
|
|
|
831,560
|
|
|
756,213
|
|
|
714,807
|
|
|
645,105
|
|
|
Net real estate investment
|
67,819
|
|
|
65,187
|
|
|
78,542
|
|
|
80,089
|
|
|
80,812
|
|
|
Total assets
|
1,109,986
|
|
|
1,087,499
|
|
|
1,038,810
|
|
|
935,362
|
|
|
878,474
|
|
|
Capitalization:
|
|
|
|
|
|
|
|
|
|
||||||
Shareholders' equity
|
321,175
|
|
|
274,604
|
|
|
264,004
|
|
|
255,032
|
|
|
252,756
|
|
|
Long-term debt, less current portion
|
334,997
|
|
|
335,598
|
|
|
343,848
|
|
|
295,704
|
|
|
246,879
|
|
|
Total capitalization
|
$
|
656,172
|
|
|
610,202
|
|
|
607,852
|
|
|
550,736
|
|
|
499,635
|
|
OTHER STATISTICS—WATER UTILITY SERVICES
|
|
|
|
|
|
|
|
|
|
||||||
Average revenue per connection
|
$
|
1,159
|
|
|
1,101
|
|
|
1,010
|
|
|
916
|
|
|
920
|
|
Investment in utility plant per connection
|
$
|
5,499
|
|
|
5,119
|
|
|
4,702
|
|
|
4,407
|
|
|
4,019
|
|
Connections at year-end
|
238,977
|
|
|
237,600
|
|
|
236,500
|
|
|
235,300
|
|
|
234,900
|
|
|
Miles of main at year-end
|
2,920
|
|
|
2,893
|
|
|
2,915
|
|
|
2,883
|
|
|
2,881
|
|
|
Water production (million gallons)
|
49,638
|
|
|
47,655
|
|
|
46,033
|
|
|
45,493
|
|
|
47,900
|
|
|
Maximum daily production (million gallons)
|
187
|
|
|
190
|
|
|
181
|
|
|
196
|
|
|
192
|
|
|
Population served (estimate)
|
1,077,000
|
|
|
1,071,000
|
|
|
1,066,000
|
|
|
1,060,600
|
|
|
1,058,800
|
|
Item 7.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
(1)
|
Regional regulated water utility operations;
|
(2)
|
Regional nonregulated water utility related services provided in accordance with the guidelines established by the CPUC in California and the TCEQ in Texas; and
|
(3)
|
Out-of-region water and utility related services.
|
•
|
potential profitability;
|
•
|
regulatory environment;
|
•
|
additional growth opportunities within the region;
|
•
|
water supply, water quality and environmental issues;
|
•
|
capital requirements;
|
•
|
general economic conditions; and
|
•
|
synergy potential.
|
•
|
economic utility regulation;
|
•
|
infrastructure investment;
|
•
|
compliance with environmental, health and safety standards;
|
•
|
production expenses;
|
•
|
customer growth;
|
•
|
water usage per customer; and
|
•
|
weather.
|
|
2013
|
|
2012
|
|
2011
|
||||
Water Utility Services
|
$
|
270,664
|
|
|
256,555
|
|
|
234,346
|
|
Real Estate Services
|
6,205
|
|
|
4,992
|
|
|
4,609
|
|
|
|
$
|
276,869
|
|
|
261,547
|
|
|
238,955
|
|
|
2013 vs. 2012
Increase/(decrease)
|
|
2012 vs. 2011
Increase/(decrease)
|
||||||||||
Water Utility Services:
|
|
|
|
|
|
|
|
||||||
Consumption changes
|
$
|
5,399
|
|
|
2
|
%
|
|
$
|
5,546
|
|
|
2
|
%
|
Increase in customers
|
1,282
|
|
|
1
|
%
|
|
1,265
|
|
|
1
|
%
|
||
Rate increases
|
5,995
|
|
|
2
|
%
|
|
17,588
|
|
|
7
|
%
|
||
Mandatory Conservation Revenue Adjustment Memorandum (“MCRAM”) account
|
—
|
|
|
—
|
%
|
|
(5,740
|
)
|
|
(2
|
)%
|
||
Balancing and memorandum accounts
|
1,433
|
|
|
1
|
%
|
|
3,550
|
|
|
1
|
%
|
||
Real Estate Services
|
1,213
|
|
|
—
|
%
|
|
383
|
|
|
—
|
%
|
||
|
$
|
15,322
|
|
|
6
|
%
|
|
$
|
22,592
|
|
|
9
|
%
|
|
2013
|
|
2012
|
|
2011
|
||||
Residential and business
|
$
|
245,601
|
|
|
234,278
|
|
|
216,747
|
|
Industrial
|
1,209
|
|
|
1,106
|
|
|
1,086
|
|
|
Public authorities
|
12,104
|
|
|
10,706
|
|
|
10,008
|
|
|
Others
|
7,683
|
|
|
6,915
|
|
|
6,505
|
|
|
Balancing and memorandum accounts
|
4,067
|
|
|
3,550
|
|
|
—
|
|
|
|
$
|
270,664
|
|
|
256,555
|
|
|
234,346
|
|
|
2013
|
|
2012
|
|
2011
|
|||
Residential and business
|
233,452
|
|
|
232,169
|
|
|
231,122
|
|
Industrial
|
77
|
|
|
78
|
|
|
79
|
|
Public authorities
|
1,401
|
|
|
1,408
|
|
|
1,419
|
|
Others
|
4,047
|
|
|
3,945
|
|
|
3,880
|
|
|
238,977
|
|
|
237,600
|
|
|
236,500
|
|
|
2013
|
|
2012
|
|
2011
|
||||
Water Utility Services
|
$
|
218,444
|
|
|
201,936
|
|
|
179,293
|
|
Real Estate Services
|
4,000
|
|
|
3,379
|
|
|
3,240
|
|
|
All Other
|
1,018
|
|
|
935
|
|
|
2,031
|
|
|
|
$
|
223,462
|
|
|
206,250
|
|
|
184,564
|
|
|
2013 vs. 2012
Increase/(decrease)
|
|
2012 vs. 2011
Increase/(decrease)
|
||||||||||
Water production expenses:
|
|
|
|
|
|
|
|
||||||
Change in surface water supply
|
$
|
(275
|
)
|
|
—
|
%
|
|
$
|
5,338
|
|
|
3
|
%
|
Change in usage and new customers
|
5,269
|
|
|
3
|
%
|
|
3,172
|
|
|
2
|
%
|
||
Purchased water and groundwater extraction charge and energy price increase
|
8,563
|
|
|
4
|
%
|
|
6,724
|
|
|
4
|
%
|
||
Total water production expenses
|
13,557
|
|
|
7
|
%
|
|
15,234
|
|
|
9
|
%
|
||
Administrative and general
|
902
|
|
|
—
|
%
|
|
3,676
|
|
|
2
|
%
|
||
Maintenance
|
198
|
|
|
—
|
%
|
|
89
|
|
|
—
|
%
|
||
Property taxes and other non-income taxes
|
614
|
|
|
—
|
%
|
|
782
|
|
|
—
|
%
|
||
Depreciation and amortization
|
1,941
|
|
|
1
|
%
|
|
1,905
|
|
|
1
|
%
|
||
|
$
|
17,212
|
|
|
8
|
%
|
|
$
|
21,686
|
|
|
12
|
%
|
|
Source of Water Supply
|
||||||||
|
2013
|
|
2012
|
|
2011
|
||||
|
(million gallons) (MG)
|
||||||||
Purchased water
|
27,119
|
|
|
31,230
|
|
|
27,549
|
|
|
Groundwater
|
19,300
|
|
|
13,465
|
|
|
13,029
|
|
|
Surface water
|
2,537
|
|
|
2,409
|
|
|
5,059
|
|
|
Reclaimed water
|
682
|
|
|
551
|
|
|
396
|
|
|
|
49,638
|
|
|
47,655
|
|
|
46,033
|
|
|
Average water production expense per MG
|
$
|
2,435
|
|
|
2,251
|
|
|
2,000
|
|
|
Budgeted Capital
Expenditures
2014
|
|||||
Water treatment
|
$
|
440
|
|
|
—
|
%
|
Source of supply
|
6,432
|
|
|
7
|
%
|
|
Reservoirs and tanks
|
10,408
|
|
|
12
|
%
|
|
Pump stations and equipment
|
9,345
|
|
|
11
|
%
|
|
Equipment and other
|
7,038
|
|
|
8
|
%
|
|
Montevina Water Treatment Plant
|
3,000
|
|
|
3
|
%
|
|
Recycled water, green and alternative energy projects
|
2,000
|
|
|
2
|
%
|
|
Distribution system
|
49,983
|
|
|
57
|
%
|
|
|
$
|
88,646
|
|
|
100
|
%
|
|
Total
|
|
Contractual Obligations Due in
|
||||||||||||
|
Less than
1 Year
|
|
1-3
Years
|
|
3-5
Years
|
|
After
5 Years
|
||||||||
Senior notes, Water Utility Services
|
$
|
215,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
215,000
|
|
SJW Land Company mortgages
|
15,357
|
|
|
352
|
|
|
3,645
|
|
|
11,360
|
|
|
—
|
|
|
Advances for construction, San Jose Water Company
|
70,043
|
|
|
2,402
|
|
|
4,805
|
|
|
4,804
|
|
|
58,032
|
|
|
SDWSRF loans, San Jose Water Company
|
2,141
|
|
|
96
|
|
|
297
|
|
|
311
|
|
|
1,437
|
|
|
444 West Santa Clara Street, L.P. long-term debt (non-recourse to SJW Land Company)
|
3,053
|
|
|
106
|
|
|
231
|
|
|
259
|
|
|
2,457
|
|
|
California Pollution Control Financing Authority Revenue Bonds, San Jose Water Company
|
50,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
50,000
|
|
|
Senior note, SJW Corp.
|
50,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
50,000
|
|
|
Total contractual cash obligation
|
$
|
405,594
|
|
|
2,956
|
|
|
8,978
|
|
|
16,734
|
|
|
376,926
|
|
Total interest on contractual obligations
|
$
|
325,402
|
|
|
20,673
|
|
|
41,212
|
|
|
39,662
|
|
|
223,855
|
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 8.
|
Financial Statements and Supplementary Data
|
|
December 31,
|
|||||
|
2013
|
|
2012
|
|||
Assets
|
|
|
|
|||
Utility plant:
|
|
|
|
|||
Land
|
$
|
10,418
|
|
|
10,156
|
|
Depreciable plant and equipment
|
1,254,586
|
|
|
1,166,220
|
|
|
Construction in progress
|
30,846
|
|
|
24,298
|
|
|
Intangible assets
|
18,341
|
|
|
15,561
|
|
|
|
1,314,191
|
|
|
1,216,235
|
|
|
Less accumulated depreciation and amortization
|
415,453
|
|
|
384,675
|
|
|
|
898,738
|
|
|
831,560
|
|
|
Real estate investment
|
78,477
|
|
|
74,232
|
|
|
Less accumulated depreciation and amortization
|
10,658
|
|
|
9,045
|
|
|
|
67,819
|
|
|
65,187
|
|
|
Current assets:
|
|
|
|
|||
Cash and cash equivalents
|
2,299
|
|
|
2,522
|
|
|
Accounts receivable:
|
|
|
|
|||
Customers, net of allowances for uncollectible accounts of $170 and $225 in 2013 and 2012, respectively
|
14,496
|
|
|
12,317
|
|
|
Income tax
|
1,661
|
|
|
489
|
|
|
Other
|
476
|
|
|
854
|
|
|
Accrued unbilled utility revenue
|
17,556
|
|
|
16,284
|
|
|
Long-lived assets held-for-sale
|
—
|
|
|
7,768
|
|
|
Materials and supplies
|
1,045
|
|
|
1,088
|
|
|
Prepaid expenses
|
2,119
|
|
|
1,589
|
|
|
|
39,652
|
|
|
42,911
|
|
|
Other assets:
|
|
|
|
|||
Investment in California Water Service Group
|
8,885
|
|
|
7,067
|
|
|
Unamortized debt issuance, broker and reacquisition costs
|
5,176
|
|
|
5,226
|
|
|
Regulatory assets, net
|
83,543
|
|
|
130,488
|
|
|
Other
|
6,173
|
|
|
5,060
|
|
|
|
103,777
|
|
|
147,841
|
|
|
|
$
|
1,109,986
|
|
|
1,087,499
|
|
|
December 31,
|
|||||
|
2013
|
|
2012
|
|||
Capitalization and Liabilities
|
|
|
|
|||
Capitalization:
|
|
|
|
|||
Shareholders' equity:
|
|
|
|
|||
Common stock, $0.521 par value; authorized 36,000,000 shares; issued and outstanding 20,169,211 shares in 2013 and 18,670,566 shares in 2012
|
$
|
10,505
|
|
|
9,724
|
|
Additional paid-in capital
|
63,017
|
|
|
26,117
|
|
|
Retained earnings
|
244,266
|
|
|
236,453
|
|
|
Accumulated other comprehensive income
|
3,387
|
|
|
2,310
|
|
|
Total shareholders' equity
|
321,175
|
|
|
274,604
|
|
|
Long-term debt, less current portion
|
334,997
|
|
|
335,598
|
|
|
|
656,172
|
|
|
610,202
|
|
|
Current liabilities:
|
|
|
|
|||
Line of credit
|
22,400
|
|
|
15,300
|
|
|
Current portion of long-term debt
|
554
|
|
|
5,392
|
|
|
Accrued groundwater extraction charges and purchased water
|
7,116
|
|
|
4,755
|
|
|
Purchased power
|
665
|
|
|
317
|
|
|
Accounts payable
|
12,587
|
|
|
8,481
|
|
|
Accrued interest
|
5,369
|
|
|
5,355
|
|
|
Accrued property taxes and other non-income taxes
|
1,618
|
|
|
1,465
|
|
|
Accrued payroll
|
3,198
|
|
|
3,069
|
|
|
Other current liabilities
|
5,688
|
|
|
4,973
|
|
|
|
59,195
|
|
|
49,107
|
|
|
Deferred income taxes
|
140,736
|
|
|
147,579
|
|
|
Unamortized investment tax credits
|
1,375
|
|
|
1,434
|
|
|
Advances for construction
|
70,043
|
|
|
68,277
|
|
|
Contributions in aid of construction
|
132,260
|
|
|
128,466
|
|
|
Deferred revenue
|
1,213
|
|
|
1,137
|
|
|
Postretirement benefit plans
|
43,496
|
|
|
73,425
|
|
|
Other noncurrent liabilities
|
5,496
|
|
|
7,872
|
|
|
Commitments and contingencies
|
—
|
|
|
—
|
|
|
|
$
|
1,109,986
|
|
|
1,087,499
|
|
|
2013
|
|
2012
|
|
2011
|
||||
Operating revenue
|
$
|
276,869
|
|
|
261,547
|
|
|
238,955
|
|
Operating expense:
|
|
|
|
|
|
||||
Production Expenses:
|
|
|
|
|
|
||||
Purchased water
|
63,225
|
|
|
66,106
|
|
|
54,317
|
|
|
Power
|
7,619
|
|
|
5,796
|
|
|
5,394
|
|
|
Groundwater extraction charges
|
37,927
|
|
|
23,940
|
|
|
20,997
|
|
|
Other production expenses
|
12,073
|
|
|
11,445
|
|
|
11,345
|
|
|
Total production expenses
|
120,844
|
|
|
107,287
|
|
|
92,053
|
|
|
Administrative and general
|
43,714
|
|
|
42,812
|
|
|
39,136
|
|
|
Maintenance
|
13,548
|
|
|
13,350
|
|
|
13,261
|
|
|
Property taxes and other non-income taxes
|
10,317
|
|
|
9,703
|
|
|
8,921
|
|
|
Depreciation and amortization
|
35,039
|
|
|
33,098
|
|
|
31,193
|
|
|
Total operating expense
|
223,462
|
|
|
206,250
|
|
|
184,564
|
|
|
Operating income
|
53,407
|
|
|
55,297
|
|
|
54,391
|
|
|
Other (expense) income:
|
|
|
|
|
|
||||
Interest on long-term debt
|
(18,667
|
)
|
|
(18,662
|
)
|
|
(17,799
|
)
|
|
Mortgage and other interest expense
|
(1,255
|
)
|
|
(1,523
|
)
|
|
(1,876
|
)
|
|
Gain on sale of real estate investment
|
1,063
|
|
|
910
|
|
|
—
|
|
|
Dividend income
|
246
|
|
|
243
|
|
|
238
|
|
|
Other, net
|
1,725
|
|
|
1,595
|
|
|
490
|
|
|
Income before income taxes
|
36,519
|
|
|
37,860
|
|
|
35,444
|
|
|
Provision for income taxes
|
14,135
|
|
|
15,542
|
|
|
14,566
|
|
|
Net income
|
$
|
22,384
|
|
|
22,318
|
|
|
20,878
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||
Unrealized income (loss) on investment, net of taxes of $741 in 2013, $0 in 2012 and ($59) in 2011
|
1,077
|
|
|
36
|
|
|
(85
|
)
|
|
Comprehensive income
|
$
|
23,461
|
|
|
22,354
|
|
|
20,793
|
|
Earnings per share
|
|
|
|
|
|
||||
—Basic
|
$
|
1.13
|
|
|
1.20
|
|
|
1.12
|
|
—Diluted
|
$
|
1.12
|
|
|
1.18
|
|
|
1.11
|
|
Weighted average shares outstanding
|
|
|
|
|
|
||||
—Basic
|
19,774,589
|
|
|
18,635,206
|
|
|
18,581,762
|
|
|
—Diluted
|
19,971,236
|
|
|
18,839,231
|
|
|
18,794,066
|
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income
|
|
Total
Shareholders' Equity |
||||||||
Number of
Shares
|
|
Amount
|
|
||||||||||||||
Balances, December 31, 2010
|
18,551,540
|
|
|
9,662
|
|
|
23,443
|
|
|
219,568
|
|
|
2,359
|
|
|
255,032
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
20,878
|
|
|
—
|
|
|
20,878
|
|
Unrealized loss on investment, net of tax effect of ($59)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(85
|
)
|
|
(85
|
)
|
Share-based compensation
|
—
|
|
|
—
|
|
|
651
|
|
|
(129
|
)
|
|
—
|
|
|
522
|
|
Exercise of stock options and similar instruments
|
13,896
|
|
|
7
|
|
|
(91
|
)
|
|
—
|
|
|
—
|
|
|
(84
|
)
|
Employee stock purchase plan
|
25,712
|
|
|
14
|
|
|
511
|
|
|
—
|
|
|
—
|
|
|
525
|
|
Dividend reinvestment and stock purchase plan
|
1,679
|
|
|
1
|
|
|
38
|
|
|
—
|
|
|
—
|
|
|
39
|
|
Dividends paid ($0.69 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,823
|
)
|
|
—
|
|
|
(12,823
|
)
|
Balances, December 31, 2011
|
18,592,827
|
|
|
9,684
|
|
|
24,552
|
|
|
227,494
|
|
|
2,274
|
|
|
264,004
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
22,318
|
|
|
—
|
|
|
22,318
|
|
Unrealized loss on investment, net of tax effect of $0
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
36
|
|
|
36
|
|
Share-based compensation
|
—
|
|
|
—
|
|
|
564
|
|
|
(128
|
)
|
|
—
|
|
|
436
|
|
Exercise of stock options and similar instruments
|
44,784
|
|
|
23
|
|
|
347
|
|
|
—
|
|
|
—
|
|
|
370
|
|
Employee stock purchase plan
|
29,468
|
|
|
15
|
|
|
573
|
|
|
—
|
|
|
—
|
|
|
588
|
|
Dividend reinvestment and stock purchase plan
|
3,487
|
|
|
2
|
|
|
81
|
|
|
—
|
|
|
—
|
|
|
83
|
|
Dividends paid ($0.71 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,231
|
)
|
|
—
|
|
|
(13,231
|
)
|
Balances, December 31, 2012
|
18,670,566
|
|
|
9,724
|
|
|
26,117
|
|
|
236,453
|
|
|
2,310
|
|
|
274,604
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
22,384
|
|
|
—
|
|
|
22,384
|
|
Unrealized income on investment, net of tax effect of $741
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,077
|
|
|
1,077
|
|
Share-based compensation
|
—
|
|
|
—
|
|
|
912
|
|
|
(128
|
)
|
|
—
|
|
|
784
|
|
Exercise of stock options and similar instruments
|
43,665
|
|
|
23
|
|
|
46
|
|
|
—
|
|
|
—
|
|
|
69
|
|
Employee stock purchase plan
|
30,869
|
|
|
16
|
|
|
706
|
|
|
—
|
|
|
—
|
|
|
722
|
|
Dividend reinvestment and stock purchase plan
|
3,111
|
|
|
2
|
|
|
82
|
|
|
—
|
|
|
—
|
|
|
84
|
|
Common stock issued
|
1,421,000
|
|
|
740
|
|
|
35,154
|
|
|
—
|
|
|
—
|
|
|
35,894
|
|
Dividends paid ($0.73 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,443
|
)
|
|
—
|
|
|
(14,443
|
)
|
Balances, December 31, 2013
|
20,169,211
|
|
|
10,505
|
|
|
63,017
|
|
|
244,266
|
|
|
3,387
|
|
|
321,175
|
|
|
2013
|
|
2012
|
|
2011
|
||||
Operating activities:
|
|
|
|
|
|
||||
Net income
|
$
|
22,384
|
|
|
22,318
|
|
|
20,878
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||
Depreciation and amortization
|
36,595
|
|
|
34,629
|
|
|
32,709
|
|
|
Deferred income taxes
|
11,567
|
|
|
12,235
|
|
|
16,458
|
|
|
Share-based compensation
|
912
|
|
|
564
|
|
|
651
|
|
|
Gain on sale of real estate investment
|
(1,063
|
)
|
|
(910
|
)
|
|
—
|
|
|
Loss on sale of utility property
|
—
|
|
|
—
|
|
|
23
|
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||
Accounts receivable and accrued unbilled utility revenue
|
(3,073
|
)
|
|
(800
|
)
|
|
(2,470
|
)
|
|
Accounts payable, purchased power and other current liabilities
|
(21
|
)
|
|
933
|
|
|
(133
|
)
|
|
Accrued groundwater extraction charges and purchased water
|
2,361
|
|
|
(1,034
|
)
|
|
1,430
|
|
|
Tax receivable and accrued taxes
|
(1,112
|
)
|
|
5,093
|
|
|
(1,102
|
)
|
|
Other current asset and liabilities related to balancing and memorandum accounts
|
388
|
|
|
5,740
|
|
|
(5,740
|
)
|
|
Postretirement benefits
|
127
|
|
|
77
|
|
|
(37
|
)
|
|
Regulatory asset related to balancing and memorandum accounts
|
(3,645
|
)
|
|
(3,550
|
)
|
|
—
|
|
|
Other noncurrent assets and noncurrent liabilities
|
(884
|
)
|
|
(1,503
|
)
|
|
1,855
|
|
|
Other changes, net
|
(1,111
|
)
|
|
575
|
|
|
(318
|
)
|
|
Net cash provided by operating activities
|
63,425
|
|
|
74,367
|
|
|
64,204
|
|
|
Investing activities:
|
|
|
|
|
|
||||
Additions to utility plant:
|
|
|
|
|
|
||||
Company-funded
|
(82,720
|
)
|
|
(101,458
|
)
|
|
(62,439
|
)
|
|
Contributions in aid of construction
|
(11,605
|
)
|
|
(4,376
|
)
|
|
(7,311
|
)
|
|
Additions to real estate investment
|
(4,232
|
)
|
|
(678
|
)
|
|
(156
|
)
|
|
Payments for business/asset acquisition and water rights
|
(3,349
|
)
|
|
(2,280
|
)
|
|
(4,040
|
)
|
|
Cost to retire utility plant, net of salvage
|
(2,695
|
)
|
|
(922
|
)
|
|
(1,816
|
)
|
|
Proceeds from sale of real estate investment
|
8,831
|
|
|
5,517
|
|
|
—
|
|
|
Proceeds from sale of utility property
|
—
|
|
|
—
|
|
|
43
|
|
|
Net cash used in investing activities
|
(95,770
|
)
|
|
(104,197
|
)
|
|
(75,719
|
)
|
|
Financing activities:
|
|
|
|
|
|
||||
Borrowings from line of credit
|
48,600
|
|
|
16,300
|
|
|
17,600
|
|
|
Repayments of line of credit
|
(41,500
|
)
|
|
(1,000
|
)
|
|
(21,600
|
)
|
|
Long-term borrowings
|
—
|
|
|
—
|
|
|
50,000
|
|
|
Repayments of long-term borrowings
|
(5,439
|
)
|
|
(3,696
|
)
|
|
(1,094
|
)
|
|
Debt issuance costs
|
(19
|
)
|
|
(33
|
)
|
|
(87
|
)
|
|
Dividends paid
|
(14,443
|
)
|
|
(13,231
|
)
|
|
(12,823
|
)
|
|
Issuance of common stock, net of issuance costs
|
35,894
|
|
|
—
|
|
|
—
|
|
|
Exercise of stock options and similar instruments
|
1,004
|
|
|
989
|
|
|
564
|
|
|
Tax benefits realized from share options exercised
|
28
|
|
|
97
|
|
|
7
|
|
|
Receipts of advances and contributions in aid of construction
|
10,293
|
|
|
8,407
|
|
|
6,149
|
|
|
Refunds of advances for construction
|
(2,296
|
)
|
|
(2,215
|
)
|
|
(2,197
|
)
|
|
Net cash provided by financing activities
|
32,122
|
|
|
5,618
|
|
|
36,519
|
|
|
Net change in cash and cash equivalents
|
(223
|
)
|
|
(24,212
|
)
|
|
25,004
|
|
|
Cash and cash equivalents, beginning of year
|
2,522
|
|
|
26,734
|
|
|
1,730
|
|
|
Cash and cash equivalents, end of year
|
$
|
2,299
|
|
|
2,522
|
|
|
26,734
|
|
Cash paid (received) during the year for:
|
|
|
|
|
|
||||
Interest
|
$
|
20,886
|
|
|
21,206
|
|
|
20,307
|
|
Income taxes
|
$
|
4,186
|
|
|
(1,445
|
)
|
|
(2,930
|
)
|
Supplemental disclosure of non-cash activities:
|
|
|
|
|
|
||||
Increase in accrued payables for construction costs capitalized
|
$
|
4,588
|
|
|
355
|
|
|
1,971
|
|
Utility property installed by developers
|
$
|
2,162
|
|
|
4,073
|
|
|
567
|
|
Obligations relieved related to acquisition of certain water service assets
|
$
|
—
|
|
|
—
|
|
|
(726
|
)
|
Note 1.
|
Summary of Significant Accounting Policies
|
|
2013
|
|
2012
|
|||
Equipment
|
$
|
226,557
|
|
|
214,670
|
|
Transmission and distribution
|
967,031
|
|
|
892,957
|
|
|
Office buildings and other structures
|
60,998
|
|
|
58,593
|
|
|
Total depreciable plant and equipment
|
$
|
1,254,586
|
|
|
1,166,220
|
|
|
Useful Lives
|
Equipment
|
5 to 35 years
|
Transmission and distribution plant
|
35 to 75 years
|
Office buildings and other structures
|
7 to 50 years
|
|
2013
|
|
2012
|
|||
Land
|
$
|
18,892
|
|
|
18,892
|
|
Buildings and improvements
|
59,256
|
|
|
55,011
|
|
|
Intangibles
|
329
|
|
|
329
|
|
|
Total real estate investment
|
$
|
78,477
|
|
|
74,232
|
|
|
December 31, 2012
|
||
Land
|
$
|
1,200
|
|
Buildings and improvements
|
8,684
|
|
|
Subtotal
|
9,884
|
|
|
Less: accumulated depreciation and amortization
|
2,116
|
|
|
Total
|
$
|
7,768
|
|
|
2013
|
|
2012
|
|||
Regulatory assets:
|
|
|
|
|||
Income tax temporary differences, net
|
$
|
8,220
|
|
|
8,146
|
|
Postretirement pensions and other medical benefits
|
62,949
|
|
|
113,633
|
|
|
Pension balancing account
|
9,734
|
|
|
6,671
|
|
|
Water rate assistance program balancing account
|
2,590
|
|
|
776
|
|
|
Other
|
4,725
|
|
|
5,151
|
|
|
Total regulatory assets
|
$
|
88,218
|
|
|
134,377
|
|
Regulatory liabilities:
|
|
|
|
|||
Cost of capital memorandum account
|
$
|
2,297
|
|
|
2,295
|
|
Water supply balancing accounts
|
2,378
|
|
|
1,594
|
|
|
Total regulatory liabilities
|
$
|
4,675
|
|
|
3,889
|
|
Net regulatory assets included in Consolidated Balance Sheets
|
$
|
83,543
|
|
|
130,488
|
|
|
Estimated Refunds
|
||
2014
|
$
|
2,402
|
|
2015
|
2,403
|
|
|
2016
|
2,402
|
|
|
2017
|
2,402
|
|
|
2018
|
2,402
|
|
|
Thereafter
|
58,032
|
|
|
2013
|
|
2012
|
|||
Retirement obligation
|
$
|
4,612
|
|
|
4,650
|
|
Discount rate
|
6
|
%
|
|
6
|
%
|
|
Present value, recorded as a liability
|
1,733
|
|
|
1,807
|
|
|
Deferred tax
|
1,192
|
|
|
1,242
|
|
|
Regulatory asset
|
$
|
2,925
|
|
|
3,049
|
|
Note 2.
|
Capitalization
|
Note 3.
|
Lines of Credit
|
Note 4.
|
Long-Term Debt
|
Description
|
Due Date
|
|
2013
|
|
2012
|
|||
Senior notes, San Jose Water Company:
|
|
|
|
|
|
|||
Series A 8.58%
|
2022
|
|
$
|
20,000
|
|
|
20,000
|
|
Series B 7.37%
|
2024
|
|
30,000
|
|
|
30,000
|
|
|
Series C 9.45%
|
2020
|
|
10,000
|
|
|
10,000
|
|
|
Series D 7.15%
|
2026
|
|
15,000
|
|
|
15,000
|
|
|
Series E 6.81%
|
2028
|
|
15,000
|
|
|
15,000
|
|
|
Series F 7.20%
|
2031
|
|
20,000
|
|
|
20,000
|
|
|
Series G 5.93%
|
2033
|
|
20,000
|
|
|
20,000
|
|
|
Series H 5.71%
|
2037
|
|
20,000
|
|
|
20,000
|
|
|
Series I 5.93%
|
2037
|
|
20,000
|
|
|
20,000
|
|
|
Series J 6.54%
|
2024
|
|
10,000
|
|
|
10,000
|
|
|
Series K 6.75%
|
2039
|
|
20,000
|
|
|
20,000
|
|
|
SJWTX, Inc. Series A 6.27%
|
2036
|
|
15,000
|
|
|
15,000
|
|
|
SJW Corp. Series A 4.35%
|
2021
|
|
50,000
|
|
|
50,000
|
|
|
Total senior notes
|
|
|
$
|
265,000
|
|
|
265,000
|
|
Mortgage loans 5.61% - 6.09%
|
2013
|
|
—
|
|
|
4,867
|
|
|
|
2016
|
|
3,215
|
|
|
3,314
|
|
|
|
2017
|
|
12,142
|
|
|
12,375
|
|
|
444 West Santa Clara Street, L.P. 5.68% (non-recourse to SJW Land Company)
|
2021
|
|
3,053
|
|
|
3,153
|
|
|
California Pollution Control Financing Authority Revenue Bonds 5.10%, San Jose Water Company
|
2040
|
|
50,000
|
|
|
50,000
|
|
|
SDWSRF loans 2.39% and 2.60%, San Jose Water Company
|
2027
|
|
2,141
|
|
|
2,281
|
|
|
Total debt
|
|
|
$
|
335,551
|
|
|
340,990
|
|
Less: current portion
|
|
|
554
|
|
|
5,392
|
|
|
Total long-term debt, less current portion
|
|
|
$
|
334,997
|
|
|
335,598
|
|
|
Amortization Schedule
|
|||||||
Year
|
Total Payment
|
|
Interest
|
|
Principal
|
|||
2014
|
1,229
|
|
|
877
|
|
|
352
|
|
2015
|
1,229
|
|
|
856
|
|
|
373
|
|
2016
|
4,034
|
|
|
762
|
|
|
3,272
|
|
2017
|
11,470
|
|
|
110
|
|
|
11,360
|
|
Note 5.
|
Income Taxes
|
|
2013
|
|
2012
|
|
2011
|
||||
Current:
|
|
|
|
|
|
||||
Federal
|
$
|
(525
|
)
|
|
—
|
|
|
(4,894
|
)
|
State
|
3,093
|
|
|
3,305
|
|
|
3,002
|
|
|
Deferred:
|
|
|
|
|
|
||||
Federal
|
11,743
|
|
|
12,114
|
|
|
16,560
|
|
|
State
|
(176
|
)
|
|
123
|
|
|
(102
|
)
|
|
|
$
|
14,135
|
|
|
15,542
|
|
|
14,566
|
|
|
2013
|
|
2012
|
|||
Deferred tax assets:
|
|
|
|
|||
Advances and contributions
|
$
|
15,598
|
|
|
15,214
|
|
Unamortized investment tax credit
|
741
|
|
|
773
|
|
|
Pensions and postretirement benefits
|
4,405
|
|
|
4,565
|
|
|
California franchise tax
|
1,107
|
|
|
1,193
|
|
|
Net operating loss
|
5,814
|
|
|
6,439
|
|
|
Other
|
1,596
|
|
|
1,505
|
|
|
Total deferred tax assets
|
$
|
29,261
|
|
|
29,689
|
|
Deferred tax liabilities:
|
|
|
|
|||
Utility plant
|
$
|
125,706
|
|
|
110,983
|
|
Pension and postretirement benefits
|
25,649
|
|
|
46,315
|
|
|
Investment in stock
|
3,228
|
|
|
2,487
|
|
|
Deferred gain and other-property related
|
13,107
|
|
|
14,440
|
|
|
Debt reacquisition costs
|
496
|
|
|
545
|
|
|
Other
|
1,811
|
|
|
2,498
|
|
|
Total deferred tax liabilities
|
$
|
169,997
|
|
|
177,268
|
|
Net deferred tax liabilities
|
$
|
140,736
|
|
|
147,579
|
|
Balance at December 31, 2012
|
$
|
2,316
|
|
Increase related to tax positions taken during a prior year, including interest
|
139
|
|
|
Reductions related to tax positions taken in a prior year, including interest
|
(1,920
|
)
|
|
Balance at December 31, 2013
|
$
|
535
|
|
Note 6.
|
Intangible Assets
|
|
2013
|
|
2012
|
|||
Concession fees
|
$
|
6,800
|
|
|
6,800
|
|
Other intangibles
|
11,541
|
|
|
8,761
|
|
|
Intangible assets
|
18,341
|
|
|
15,561
|
|
|
Less: Accumulated amortization
|
|
|
|
|||
Concession fees
|
4,420
|
|
|
4,148
|
|
|
Other intangibles
|
765
|
|
|
712
|
|
|
Net intangible assets
|
$
|
13,156
|
|
|
10,701
|
|
Note 7.
|
Commitments
|
Note 8.
|
Contingencies
|
Note 9.
|
Partnership Interest
|
Note 10.
|
Benefit Plans
|
|
Pension Benefits
|
|
Other Benefits
|
||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
%
|
|
%
|
|
%
|
|
%
|
Discount rate
|
4.82
|
|
3.92
|
|
4.70
|
|
3.80
|
Rate of compensation increase
|
4.00
|
|
4.00
|
|
N/A
|
|
N/A
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
2011
|
||||||||
Components of net periodic benefit cost
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
4,594
|
|
|
4,288
|
|
|
3,516
|
|
|
$
|
361
|
|
|
339
|
|
|
273
|
|
Interest cost
|
5,393
|
|
|
5,349
|
|
|
5,313
|
|
|
508
|
|
|
452
|
|
|
467
|
|
||
Expected return on assets
|
(5,289
|
)
|
|
(4,442
|
)
|
|
(4,289
|
)
|
|
(230
|
)
|
|
(151
|
)
|
|
(129
|
)
|
||
Amortization of transition obligation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
57
|
|
||
Amortization of prior service cost
|
394
|
|
|
414
|
|
|
450
|
|
|
197
|
|
|
197
|
|
|
197
|
|
||
Recognized actuarial loss
|
4,052
|
|
|
3,857
|
|
|
2,147
|
|
|
189
|
|
|
195
|
|
|
96
|
|
||
Net periodic benefit cost
|
$
|
9,144
|
|
|
9,466
|
|
|
7,137
|
|
|
$
|
1,025
|
|
|
1,033
|
|
|
961
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||
Change in benefit obligation
|
|
|
|
|
|
|
|
||||||
Benefit obligation at beginning of year
|
$
|
140,999
|
|
|
123,904
|
|
|
$
|
12,243
|
|
|
10,796
|
|
Service cost
|
4,594
|
|
|
4,288
|
|
|
361
|
|
|
339
|
|
||
Interest cost
|
5,393
|
|
|
5,349
|
|
|
508
|
|
|
452
|
|
||
Actuarial (gain)/loss
|
(18,082
|
)
|
|
11,090
|
|
|
(1,829
|
)
|
|
994
|
|
||
Benefits paid
|
(4,205
|
)
|
|
(3,632
|
)
|
|
(307
|
)
|
|
(338
|
)
|
||
Benefit obligation at end of year
|
$
|
128,699
|
|
|
140,999
|
|
|
$
|
10,976
|
|
|
12,243
|
|
Change in plan assets
|
|
|
|
|
|
|
|
||||||
Fair value of assets at beginning of year
|
$
|
75,542
|
|
|
62,763
|
|
|
$
|
3,478
|
|
|
2,321
|
|
Actual return on plan assets
|
10,478
|
|
|
6,645
|
|
|
325
|
|
|
838
|
|
||
Employer contributions
|
9,543
|
|
|
9,766
|
|
|
445
|
|
|
596
|
|
||
Benefits paid
|
(4,205
|
)
|
|
(3,632
|
)
|
|
(253
|
)
|
|
(277
|
)
|
||
Fair value of plan assets at end of year
|
91,358
|
|
|
75,542
|
|
|
3,995
|
|
|
3,478
|
|
||
Funded status at end of year
|
$
|
(37,341
|
)
|
|
(65,457
|
)
|
|
$
|
(6,981
|
)
|
|
(8,765
|
)
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||
Current liabilities
|
$
|
757
|
|
|
737
|
|
|
$
|
68
|
|
|
60
|
|
Noncurrent liabilities
|
36,584
|
|
|
64,720
|
|
|
6,913
|
|
|
8,705
|
|
||
|
$
|
37,341
|
|
|
65,457
|
|
|
$
|
6,981
|
|
|
8,765
|
|
|
2013
|
|
2012
|
|||
Funded status of obligation
|
$
|
44,322
|
|
|
74,222
|
|
Accrued benefit cost
|
(7,030
|
)
|
|
(6,904
|
)
|
|
Amount to be recovered in future rates
|
37,292
|
|
|
67,318
|
|
|
Tax gross-up
|
25,657
|
|
|
46,315
|
|
|
Regulatory asset
|
$
|
62,949
|
|
|
113,633
|
|
|
Pension Benefits
|
|
Other Benefits
|
|||
Amortization of prior service cost
|
$
|
376
|
|
|
198
|
|
Amortization of loss
|
1,757
|
|
|
57
|
|
|
Total
|
$
|
2,133
|
|
|
255
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||
Fair value of assets at end of year:
|
|
|
|
|
|
|
|
||||||
Debt securities
|
$
|
34,464
|
|
|
33,922
|
|
|
$
|
1,427
|
|
|
1,168
|
|
|
38
|
%
|
|
45
|
%
|
|
36
|
%
|
|
33
|
%
|
||
Equity securities
|
48,442
|
|
|
35,352
|
|
|
1,893
|
|
|
1,522
|
|
||
|
53
|
%
|
|
47
|
%
|
|
47
|
%
|
|
44
|
%
|
||
Cash and equivalents
|
8,452
|
|
|
6,268
|
|
|
675
|
|
|
788
|
|
||
|
9
|
%
|
|
8
|
%
|
|
17
|
%
|
|
23
|
%
|
||
Total
|
$
|
91,358
|
|
|
75,542
|
|
|
$
|
3,995
|
|
|
3,478
|
|
|
|
|
|
|
Fair Value Measurements at December 31, 2013
|
||||||||||||
Asset Category
|
Benchmark
|
|
Total
|
|
Quoted
Prices in
Active
Markets for
Identical
Assets
(Level 1)
|
|
Significant
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Cash and cash equivalents
|
|
|
$
|
9,127
|
|
|
$
|
9,127
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actively Managed (a):
|
|
|
|
|
|
|
|
|
|
||||||||
All Cap Equity
|
Russell 3000 Value
|
|
283
|
|
|
266
|
|
|
17
|
|
|
—
|
|
||||
U.S. Large Cap Equity
|
Russell 1000, Russell 1000 Growth, Russell 1000 Value
|
|
32,286
|
|
|
32,286
|
|
|
—
|
|
|
—
|
|
||||
U.S. Mid Cap Equity
|
Russell Mid Cap,
Russell Mid Cap Growth, Russell Mid Cap Value
|
|
5,551
|
|
|
5,551
|
|
|
—
|
|
|
—
|
|
||||
U.S. Small Cap Equity
|
Russell 2000, Russell 2000 Growth, Russell 2000 Value
|
|
3,236
|
|
|
3,236
|
|
|
—
|
|
|
—
|
|
||||
Non-U.S. Large Cap Equity
|
MSCI EAFE
|
|
5,066
|
|
|
5,066
|
|
|
—
|
|
|
—
|
|
||||
REIT
|
NAREIT—Equity REIT's
|
|
3,913
|
|
|
—
|
|
|
3,913
|
|
|
—
|
|
||||
Fixed Income (b)
|
(b)
|
|
35,891
|
|
|
—
|
|
|
35,891
|
|
|
—
|
|
||||
Total
|
|
|
$
|
95,353
|
|
|
$
|
55,532
|
|
|
$
|
39,821
|
|
|
$
|
—
|
|
(a)
|
Actively managed portfolio of securities with the goal to exceed the stated benchmark performance.
|
(b)
|
Actively managed portfolio of fixed income securities with the goal to exceed the Barclays 1-5 Year Government/Credit, Barclays Intermediate Government/Credit, and Merrill Lynch Preferred Stock Fixed Rate.
|
|
|
|
|
|
Fair Value Measurements at December 31, 2012
|
||||||||||||
Asset Category
|
Benchmark
|
|
Total
|
|
Quoted
Prices in
Active
Markets for
Identical
Assets
(Level 1)
|
|
Significant
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Cash and cash equivalents
|
|
|
$
|
7,056
|
|
|
$
|
7,056
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actively Managed (a):
|
|
|
|
|
|
|
|
|
|
||||||||
U.S. Large Cap Equity
|
Russell 1000, Russell 1000
Growth, Russell 1000 Value
|
|
22,749
|
|
|
22,749
|
|
|
—
|
|
|
—
|
|
||||
U.S. Mid Cap Equity
|
Russell Mid Cap,
Russell Mid Cap Growth, Russell Mid Cap Value
|
|
3,989
|
|
|
3,989
|
|
|
—
|
|
|
—
|
|
||||
U.S. Small Cap Equity
|
Russell 2000, Russell 2000 Growth, Russell 2000 Value
|
|
2,174
|
|
|
2,174
|
|
|
—
|
|
|
—
|
|
||||
Non-U.S. Large Cap Equity
|
MSCI EAFE
|
|
4,169
|
|
|
4,169
|
|
|
—
|
|
|
—
|
|
||||
REIT
|
NAREIT—Equity REIT's
|
|
3,792
|
|
|
—
|
|
|
3,792
|
|
|
—
|
|
||||
Fixed Income (b)
|
(b)
|
|
35,091
|
|
|
—
|
|
|
35,091
|
|
|
—
|
|
||||
Total
|
|
|
$
|
79,020
|
|
|
$
|
40,137
|
|
|
$
|
38,883
|
|
|
$
|
—
|
|
(a)
|
Actively managed portfolio of securities with the goal to exceed the stated benchmark performance.
|
(b)
|
Actively managed portfolio of fixed income securities with the goal to exceed the Barclays 1-5 Year Government/Credit, Barclays Intermediate Government/Credit, and Merrill Lynch Preferred Stock Fixed Rate.
|
|
Pension Plan
|
|
Other Postretirement
Benefit Plan
|
||||
2014
|
$
|
4,715
|
|
|
$
|
438
|
|
2015
|
5,013
|
|
|
475
|
|
||
2016
|
5,380
|
|
|
509
|
|
||
2017
|
5,726
|
|
|
539
|
|
||
2018
|
6,074
|
|
|
577
|
|
||
2019 - 2023
|
36,555
|
|
|
3,287
|
|
Note 11.
|
Equity Plans
|
|
2013
|
|
2012
|
|
2011
|
||||
Compensation costs charged to income:
|
|
|
|
|
|
||||
ESPP
|
$
|
128
|
|
|
104
|
|
|
92
|
|
Restricted stock and deferred restricted stock
|
784
|
|
|
460
|
|
|
559
|
|
|
Total compensation costs charged to income
|
$
|
912
|
|
|
564
|
|
|
651
|
|
Proceeds from the exercise of stock options and similar instruments:
|
|
|
|
|
|
||||
Stock options
|
$
|
198
|
|
|
318
|
|
|
—
|
|
ESPP
|
722
|
|
|
588
|
|
|
525
|
|
|
DRSPP
|
84
|
|
|
83
|
|
|
39
|
|
|
Total proceeds from the exercise of stock options and similar instruments
|
$
|
1,004
|
|
|
989
|
|
|
564
|
|
Excess tax benefits realized from share options exercised and stock issuance:
|
|
|
|
|
|
||||
Stock options
|
$
|
(69
|
)
|
|
61
|
|
|
—
|
|
Restricted stock and deferred restricted stock
|
97
|
|
|
36
|
|
|
7
|
|
|
Total excess tax benefits realized from share options exercised and stock issuance
|
$
|
28
|
|
|
97
|
|
|
7
|
|
|
Shares
|
|
Weighted-
Average Exercise
Price
|
|
Weighted
Average
Remaining
Life in Years
|
|
Aggregate
Intrinsic
Value
|
||||||
Outstanding as of January 1, 2013
|
64,544
|
|
|
$
|
19.24
|
|
|
1.92
|
|
|
$
|
490
|
|
Granted
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Exercised
|
(13,330
|
)
|
|
14.85
|
|
|
—
|
|
|
179
|
|
||
Forfeited or expired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Outstanding as of December 31, 2013
|
51,214
|
|
|
$
|
20.38
|
|
|
1.16
|
|
|
$
|
482
|
|
Options exercisable at December 31, 2013
|
51,214
|
|
|
$
|
20.38
|
|
|
1.16
|
|
|
$
|
482
|
|
|
Units
|
|
Weighted Average Grant-
Date Fair Value
|
|||
Nonvested as of January 1, 2013
|
76,213
|
|
|
$
|
15.45
|
|
Granted
|
38,370
|
|
|
$
|
25.60
|
|
Vested
|
(28,649
|
)
|
|
$
|
23.82
|
|
Forfeited
|
(8,548
|
)
|
|
$
|
23.47
|
|
Nonvested as of December 31, 2013
|
77,386
|
|
|
$
|
16.49
|
|
Note 12.
|
Segment and Nonregulated Businesses Reporting
|
|
For year ended December 31, 2013
|
|||||||||||||||||||
|
Water Utility Services
|
|
Real
Estate
Services
|
|
All Other (1)
|
|
SJW Corp.
|
|||||||||||||
|
Regulated
|
|
Non
regulated
|
|
Non
regulated
|
|
Non
regulated
|
|
Regulated
|
|
Non
regulated
|
|
Total
|
|||||||
Operating revenue
|
264,782
|
|
|
5,882
|
|
|
6,205
|
|
|
—
|
|
|
264,782
|
|
|
12,087
|
|
|
276,869
|
|
Operating expense
|
212,761
|
|
|
5,683
|
|
|
4,000
|
|
|
1,018
|
|
|
212,761
|
|
|
10,701
|
|
|
223,462
|
|
Operating income (loss)
|
52,021
|
|
|
199
|
|
|
2,205
|
|
|
(1,018
|
)
|
|
52,021
|
|
|
1,386
|
|
|
53,407
|
|
Net income (loss)
|
23,273
|
|
|
(208
|
)
|
|
920
|
|
|
(1,601
|
)
|
|
23,273
|
|
|
(889
|
)
|
|
22,384
|
|
Depreciation and amortization
|
33,067
|
|
|
360
|
|
|
1,612
|
|
|
—
|
|
|
33,067
|
|
|
1,972
|
|
|
35,039
|
|
Senior note, mortgage and other interest expense
|
16,616
|
|
|
—
|
|
|
1,120
|
|
|
2,186
|
|
|
16,616
|
|
|
3,306
|
|
|
19,922
|
|
Income tax expense (benefit) in net income
|
14,446
|
|
|
124
|
|
|
768
|
|
|
(1,203
|
)
|
|
14,446
|
|
|
(311
|
)
|
|
14,135
|
|
Assets
|
1,013,229
|
|
|
16,163
|
|
|
71,779
|
|
|
8,815
|
|
|
1,013,229
|
|
|
96,757
|
|
|
1,109,986
|
|
|
For year ended December 31, 2012
|
|||||||||||||||||||
|
Water Utility Services
|
|
Real
Estate
Services
|
|
All Other (1)
|
|
SJW Corp.
|
|||||||||||||
|
Regulated
|
|
Non
regulated
|
|
Non
regulated
|
|
Non
regulated
|
|
Regulated
|
|
Non
regulated
|
|
Total
|
|||||||
Operating revenue
|
251,032
|
|
|
5,523
|
|
|
4,992
|
|
|
—
|
|
|
251,032
|
|
|
10,515
|
|
|
261,547
|
|
Operating expense
|
197,893
|
|
|
4,043
|
|
|
3,379
|
|
|
935
|
|
|
197,893
|
|
|
8,357
|
|
|
206,250
|
|
Operating income (loss)
|
53,139
|
|
|
1,480
|
|
|
1,613
|
|
|
(935
|
)
|
|
53,139
|
|
|
2,158
|
|
|
55,297
|
|
Net income (loss)
|
22,811
|
|
|
707
|
|
|
244
|
|
|
(1,444
|
)
|
|
22,811
|
|
|
(493
|
)
|
|
22,318
|
|
Depreciation and amortization
|
31,085
|
|
|
360
|
|
|
1,653
|
|
|
—
|
|
|
31,085
|
|
|
2,013
|
|
|
33,098
|
|
Senior note, mortgage and other interest expense
|
16,499
|
|
|
—
|
|
|
1,511
|
|
|
2,175
|
|
|
16,499
|
|
|
3,686
|
|
|
20,185
|
|
Income tax expense (benefit) in net income
|
15,678
|
|
|
581
|
|
|
374
|
|
|
(1,091
|
)
|
|
15,678
|
|
|
(136
|
)
|
|
15,542
|
|
Assets
|
991,866
|
|
|
13,245
|
|
|
74,903
|
|
|
7,485
|
|
|
991,866
|
|
|
95,633
|
|
|
1,087,499
|
|
|
For year ended December 31, 2011
|
|||||||||||||||||||
|
Water Utility Services
|
|
Real
Estate
Services
|
|
All Other (1)
|
|
SJW Corp.
|
|||||||||||||
|
Regulated
|
|
Non
regulated
|
|
Non
regulated
|
|
Non
regulated
|
|
Regulated
|
|
Non
regulated
|
|
Total
|
|||||||
Operating revenue
|
229,411
|
|
|
4,935
|
|
|
4,609
|
|
|
—
|
|
|
229,411
|
|
|
9,544
|
|
|
238,955
|
|
Operating expense
|
175,812
|
|
|
3,481
|
|
|
3,240
|
|
|
2,031
|
|
|
175,812
|
|
|
8,752
|
|
|
184,564
|
|
Operating income (loss)
|
53,599
|
|
|
1,454
|
|
|
1,369
|
|
|
(2,031
|
)
|
|
53,599
|
|
|
792
|
|
|
54,391
|
|
Net income (loss)
|
21,970
|
|
|
765
|
|
|
(407
|
)
|
|
(1,450
|
)
|
|
21,970
|
|
|
(1,092
|
)
|
|
20,878
|
|
Depreciation and amortization
|
29,136
|
|
|
360
|
|
|
1,697
|
|
|
—
|
|
|
29,136
|
|
|
2,057
|
|
|
31,193
|
|
Senior note, mortgage and other interest expense
|
16,741
|
|
|
—
|
|
|
1,833
|
|
|
1,101
|
|
|
16,741
|
|
|
2,934
|
|
|
19,675
|
|
Income tax expense (benefit) in net income
|
15,387
|
|
|
571
|
|
|
(296
|
)
|
|
(1,096
|
)
|
|
15,387
|
|
|
(821
|
)
|
|
14,566
|
|
Assets
|
917,580
|
|
|
11,668
|
|
|
80,097
|
|
|
29,465
|
|
|
917,580
|
|
|
121,230
|
|
|
1,038,810
|
|
Note 13.
|
California Water Service Group Stock
|
|
Balance as of
December 31, 2013
|
|
Quoted
Prices in
Active
Markets for
Identical
Assets
(Level 1)
|
|
Significant
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||
Assets:
|
|
|
|
|
|
|
|
||||||
Investment in California Water Service Group
|
$
|
8,885
|
|
|
$
|
8,885
|
|
|
—
|
|
|
—
|
|
|
Balance as of
December 31, 2012
|
|
Quoted
Prices in
Active
Markets for
Identical
Assets
(Level 1)
|
|
Significant
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||
Assets:
|
|
|
|
|
|
|
|
||||||
Investment in California Water Service Group
|
$
|
7,067
|
|
|
$
|
7,067
|
|
|
—
|
|
|
—
|
|
Note 14.
|
Sale of Stock
|
Note 15.
|
Subsequent Events
|
Note 16.
|
Unaudited Quarterly Financial Data
|
|
2013 Quarter Ended
|
|||||||||||
|
March
|
|
June
|
|
September
|
|
December
|
|||||
Operating revenue
|
$
|
50,139
|
|
|
74,230
|
|
|
85,238
|
|
|
67,262
|
|
Operating income
|
5,773
|
|
|
16,937
|
|
|
19,346
|
|
|
11,351
|
|
|
Net income
|
1,317
|
|
|
7,440
|
|
|
8,950
|
|
|
4,677
|
|
|
Comprehensive income
|
1,671
|
|
|
7,351
|
|
|
9,135
|
|
|
5,304
|
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|||||
—Basic
|
0.07
|
|
|
0.37
|
|
|
0.44
|
|
|
0.23
|
|
|
—Diluted
|
0.07
|
|
|
0.37
|
|
|
0.44
|
|
|
0.23
|
|
|
Market price range of stock:
|
|
|
|
|
|
|
|
|||||
—High
|
28.09
|
|
|
27.66
|
|
|
28.52
|
|
|
30.03
|
|
|
—Low
|
25.70
|
|
|
24.58
|
|
|
25.62
|
|
|
26.40
|
|
|
Dividend per share
|
0.18
|
|
|
0.18
|
|
|
0.18
|
|
|
0.18
|
|
|
|
|
|
|
|
|
|
|
|||||
|
2012 Quarter Ended
|
|||||||||||
|
March
|
|
June
|
|
September
|
|
December
|
|||||
Operating revenue
|
$
|
51,149
|
|
|
65,575
|
|
|
82,374
|
|
|
62,449
|
|
Operating income
|
6,725
|
|
|
13,585
|
|
|
20,877
|
|
|
14,110
|
|
|
Net income
|
1,109
|
|
|
5,201
|
|
|
10,084
|
|
|
5,924
|
|
|
Comprehensive income
|
1,098
|
|
|
5,260
|
|
|
10,125
|
|
|
5,871
|
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|||||
—Basic
|
0.06
|
|
|
0.28
|
|
|
0.54
|
|
|
0.32
|
|
|
—Diluted
|
0.06
|
|
|
0.28
|
|
|
0.53
|
|
|
0.31
|
|
|
Market price range of stock:
|
|
|
|
|
|
|
|
|||||
—High
|
24.91
|
|
|
24.34
|
|
|
25.64
|
|
|
26.62
|
|
|
—Low
|
22.96
|
|
|
22.81
|
|
|
22.95
|
|
|
22.69
|
|
|
Dividend per share
|
0.18
|
|
|
0.18
|
|
|
0.18
|
|
|
0.18
|
|
Description
|
2013
|
|
2012
|
|
2011
|
||||
Allowance for doubtful accounts:
|
|
|
|
|
|
||||
Balance, beginning of period
|
$
|
225
|
|
|
225
|
|
|
235
|
|
Charged to expense
|
442
|
|
|
449
|
|
|
327
|
|
|
Accounts written off
|
(620
|
)
|
|
(526
|
)
|
|
(422
|
)
|
|
Recoveries of accounts written off
|
123
|
|
|
77
|
|
|
85
|
|
|
Balance, end of period
|
$
|
170
|
|
|
225
|
|
|
225
|
|
Reserve for litigation and claims:
|
|
|
|
|
|
||||
Balance, beginning of period
|
$
|
281
|
|
|
240
|
|
|
449
|
|
Charged to expense
|
220
|
|
|
118
|
|
|
121
|
|
|
Revision to accrual, due to settlements
|
(105
|
)
|
|
(38
|
)
|
|
(182
|
)
|
|
Payments
|
(260
|
)
|
|
(39
|
)
|
|
(148
|
)
|
|
Balance, end of period
|
$
|
136
|
|
|
281
|
|
|
240
|
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
Item 9A.
|
Controls and Procedures
|
Item 9B.
|
Other Information
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 14.
|
Principal Accountant Fees and Services
|
Item 15.
|
Exhibits and Financial Statement Schedules
|
|
Page
|
(a)(1) Financial Statements
|
|
|
|
|
|
|
|
|
|
Consolidated Statements of Changes in Shareholders' Equity for the years ended December 31, 2013, 2012 and 2011
|
|
|
|
|
|
|
|
(a)(2) Financial Statement Schedule
|
|
|
|
|
|
|
Exhibit No.
|
|
Description
|
1.1
|
|
Underwriting Agreement, dated March 28, 2013. Incorporated by reference as Exhibit 1.1 to Form 8-K filed on March 28, 2013.
|
|
|
|
3.1
|
|
Restated Articles of Incorporation of SJW Corp. Incorporated by reference to Exhibit 3.1 to Form 10-K for year ended December 31, 2001.
|
|
|
|
3.2
|
|
Certificate of Amendment of the Restated Articles of Incorporation of SJW Corp., as filed with the Secretary of State of the State of California on February 22, 2006. Incorporated by reference to Exhibit 3.1 to Form 8-K filed on February 27, 2006.
|
|
|
|
3.3
|
|
By-Laws of SJW Corp., as amended on July 28, 2010. Incorporated by reference to Exhibit 3.1 to Form 8-K filed on July 29, 2010.
|
|
|
|
4
|
|
Instruments Defining the Rights of Security Holders, including Indentures: No current issue of the registrant's long-term debt exceeds 10 percent of its total assets. SJW Corp. hereby agrees to furnish upon request to the Commission a copy of each instrument defining the rights of holders of unregistered senior and subordinated debt of the Company.
|
|
|
|
4.1
|
|
Indenture dated as of June 1, 2010 between San Jose Water Company and Wells Fargo Bank, National Association. Incorporated by reference to Exhibit 4.1 to Form 10-Q for the quarter ended June 30, 2010.
|
|
|
|
4.2
|
|
4.35% Senior Notes due June 30, 2021. SJW Corp. agrees to furnish a copy of such Senior Notes to the Commission upon request.
|
|
|
|
10.1
|
|
Water Supply Contract dated January 27, 1981, between San Jose Water Works and the Santa Clara Valley Water District, as amended. Incorporated by reference to Exhibit 10.1 to Form 10-K for the year ended December 31, 2001.
|
|
|
|
10.2
|
|
Limited Partnership Agreement of 444 West Santa Clara Street, L.P., entered into as of September 2, 1999, between SJW Land Company and Toeniskoetter & Breeding, Inc. Development. Incorporated by reference to Exhibit 10.18 to Form 10-Q for the quarter ended September 30, 1999.
|
|
|
|
10.3
|
|
Grantor Trust Agreement by and between San Jose Water Company and Wells Fargo Bank, National Association dated November 2, 2012. Incorporated by reference as Exhibit 10.4 to Form 10-K for the year ended December 31, 2012.
|
|
|
|
10.4
|
|
Credit Agreement dated March 1, 2012 by and between SJW Corp., SJW Land Company and Wells Fargo Bank, National Association and Promissory Note dated March 1, 2012. Incorporated by reference as Exhibit 10.1 to Form 8-K filed on March 7, 2012.
|
|
|
|
10.5
|
|
First Amendment to Credit Agreement by and between SJW Corp., SJW Land Company and Wells Fargo Bank, National Association dated January 11, 2013. Incorporated by reference as Exhibit 10.10 to Form 10-K for the year ended December 31, 2012.
|
|
|
|
10.6
|
|
Credit Agreement dated March 1, 2012 by and between San Jose Water Company and Wells Fargo Bank, National Association and Promissory Note dated March 1, 2012. Incorporated by reference as Exhibit 10.2 to Form 8-K filed on March 7, 2012.
|
|
|
|
10.7
|
|
First Amendment to Credit Agreement by and between San Jose Water Company and Wells Fargo Bank, National Association dated January 11, 2013. Incorporated by reference as Exhibit 10.16 to Form 10-K for the year ended December 31, 2012.
|
|
|
|
10.8
|
|
Loan Agreement dated as of June 1, 2010 between the California Pollution Control Financing Authority and San Jose Water Company. Incorporated by reference to Exhibit 10.3 to Form 10-Q for the quarter ended June 30, 2010.
|
|
|
|
10.9
|
|
Bond Purchase agreement dated June 9, 2010 among Goldman, Sachs & Co., the Treasurer of the State of California and the California Pollution Control Financing Authority and approved by San Jose Water Company. Incorporated by reference to Exhibit 10.4 to Form 10-Q for the quarter ended June 30, 2010.
|
|
|
|
10.10
|
|
Note Agreement between SJW Corp. and the Prudential Insurance Company of America, dated June 30, 2011. Incorporated by reference as Exhibit 10.3 to Form 8-K filed on July 7, 2011.
|
|
|
|
|
|
|
10.11
|
|
Note Agreement between San Jose Water Company and John Hancock Life Insurance Company (U.S.A.) and its affiliate, dated January 24, 2014. Incorporated by reference as Exhibit 10.1 to Form 8-K filed on January 29, 2014.
|
|
|
|
10.12
|
|
Form of Letter Amendment to SJW Corp. Director Pension Plan. Incorporated by reference as Exhibit 10.25 to Form 10-K for the year ended December 31, 2007. (2)
|
|
|
|
10.13
|
|
San Jose Water Company Executive Supplemental Retirement Plan, as amended and restated effective January 1, 2012. Incorporated by reference as Exhibit 10.20 to Form 10-K for the year ended December 31, 2011. (2)
|
|
|
|
10.14
|
|
San Jose Water Company Cash Balance Executive Supplemental Retirement Plan as amended and restated effective January 1, 2012. Incorporated by reference as Exhibit 10.23 to Form 10-K for the year ended December 31, 2011. (2)
|
|
|
|
10.15
|
|
First Amendment to San Jose Water Company's Cash Balance Executive Supplemental Retirement Plan effective as of October 30, 2013. (1) (2)
|
|
|
|
10.16
|
|
Second Amendment to San Jose Water Company's Cash Balance Executive Supplemental Retirement Plan effective as of January 31, 2014. Incorporated by reference as Exhibit 10.2 to Form 8-K filed on January 30, 2014. (2)
|
|
|
|
10.17
|
|
SJW Corp. Long-Term Incentive Plan, as amended and restated January 30, 2008. Incorporated by reference as Exhibit 10.1 to Form 8-K filed on May 1, 2008. (2)
|
|
|
|
10.18
|
|
SJW Corp. Long-Term Incentive Plan, as amended and restated on January 30, 2013 effective as of April 24, 2013. Incorporated by reference as Exhibit 10.2 to Form 10-Q for the quarter ended June 30, 2013. (2)
|
|
|
|
10.19
|
|
Chief Executive Officer Employment Agreement amended and restated, effective January 1, 2008. Incorporated by reference to Exhibit 10.9 to Form 10-K for the year ended December 31, 2008. (2)
|
|
|
|
10.20
|
|
First Amendment, effective as of January 1, 2010, to the Chief Executive Officer Employment Agreement amended and restated effective January 1, 2008. Incorporated by reference to Exhibit 10.1 to Form 8-K filed on December 18, 2009. (2)
|
|
|
|
10.21
|
|
Second Amendment dated January 26, 2010 to the Chief Executive Officer Employment Agreement amended and restated effective January 1, 2008. Incorporated by reference to Exhibit 10.11 to Form 10-K for the year ended December 31, 2009. (2)
|
|
|
|
10.22
|
|
Offer Letter to Mr. James P. Lynch dated September 22, 2010 and accepted September 27, 2010. Incorporated by reference to Exhibit 10.1 to Form 8-K filed on October 1, 2010. (2)
|
|
|
|
10.23
|
|
Offer Letter to Andrew F. Walters. Incorporated by reference as Exhibit 10.1 to Form 8-K filed on January 30, 2014. (2)
|
|
|
|
10.24
|
|
Standard Form of Stock Option Agreement, as adopted by SJW Corp. Board of Directors on April 29, 2003. Incorporated by reference to Exhibit 10.22 to Form 10-Q for the quarter ended June 30, 2003. (2)
|
|
|
|
10.25
|
|
SJW Corp. Executive Officer Short-Term Incentive Plan, effective as of April 30, 2008. Incorporated by reference to Exhibit 10.2 to Form 8-K filed on May 1, 2008. (2)
|
|
|
|
10.26
|
|
SJW Corp. Executive Officer Short-Term Incentive Plan, as amended and restated on January 30, 2013 effective as of April 24, 2013. Incorporated by reference as Exhibit 10.1 to Form 10-Q for the quarter ended June 30, 2013. (2)
|
|
|
|
10.27
|
|
SJW Corp. Executive Severance Plan, as amended and restated, effective January 1, 2010 and amended effective October 26, 2010. Incorporated by reference as Exhibit 10.23 to Form 10-K for the year ended December 31, 2010. (2)
|
|
|
|
10.28
|
|
San Jose Water Company Special Deferral Election Plan, as amended and restated, effective January 1, 2012. Incorporated by reference as Exhibit 10.33 to Form 10-K for the year ended December 31, 2011. (2)
|
|
|
|
|
|
|
10.29
|
|
San Jose Water Company Special Deferral Election Plan, as amended and restated, effective January 1, 2013. Incorporated by reference as Exhibit 10.36 to Form 10-K for the year ended December 31, 2012. (2)
|
|
|
|
10.30
|
|
SJW Corp. Amended and Restated Deferred Restricted Stock Program, effective January 1, 2008. Incorporated by reference as Exhibit 10.1 to Form 10-Q for the quarter ended March 31, 2008. (2)
|
|
|
|
10.31
|
|
SJW Corp. Deferral Election Program for Non-Employee Board Members, as amended and restated, effective January 1, 2008. Incorporated by reference as Exhibit 10.22 to Form 10-K for the year ended December 31, 2007. (2)
|
|
|
|
10.32
|
|
SJW Corp. Deferral Election Program for Non-Employee Board Members, as amended and restated effective October 30, 2013. (1) (2)
|
|
|
|
10.33
|
|
Form of Restricted Stock Unit Award Agreement for non-employee Board Members. Incorporated by reference as Exhibit 10.3 to Form 10-Q for the quarter ended June 30, 2013. (2)
|
|
|
|
10.34
|
|
Formulaic Equity Award Program for Non-Employee Board Members. (1) (2)
|
|
|
|
10.35
|
|
SJW Corp. Director Compensation and Expense Reimbursement Policies, amended and restated, effective as of July 29, 2009. Incorporated by reference as Exhibit 10.1 to Form 10-Q for the quarter ended September 30, 2009. (2)
|
|
|
|
10.36
|
|
SJW Corp. Director Compensation and Expense Reimbursement Policies, amended and restated effective January 1, 2014. (1) (2)
|
|
|
|
10.37
|
|
Form of Stock Option Dividend Equivalent Rights Agreement, effective as of January 1, 2008. Incorporated by reference as Exhibit 10.18 to Form 10-K for the year ended December 31, 2008. (2)
|
|
|
|
10.38
|
|
Chief Operating Officer Stock Option Dividend Equivalent Rights Agreement, as amended and restated effective as of January 1, 2008. Incorporated by reference as Exhibit 10.19 to Form 10-K for the year ended December 31, 2008. (2)
|
|
|
|
10.39
|
|
Restricted Stock Unit Issuance Agreement, amended and restated, effective as of July 1, 2008. Incorporated by reference as Exhibit 10.2 to Form 10-Q for the quarter ended September 30, 2008. (2)
|
|
|
|
10.40
|
|
Deferred Restricted Stock Award Agreement, amended and restated, as of October 22, 2008. Incorporated by reference as Exhibit 10.21 to Form 10-K for the year ended December 31, 2008. (2)
|
|
|
|
10.41
|
|
Chief Executive Officer Restricted Stock Unit Issuance Agreement, amended and restated effective October 22, 2008. Incorporated by reference as Exhibit 10.22 to Form 10-K for the year ended December 31, 2008. (2)
|
|
|
|
10.42
|
|
Chief Executive Officer Restricted Stock Unit Issuance Agreement, amended and restated effective October 22, 2008. Incorporated by reference as Exhibit 10.23 to Form 10-K for the year ended December 31, 2008. (2)
|
|
|
|
10.43
|
|
Chief Executive Officer Restricted Stock Unit Issuance Agreement, amended and restated, effective October 22, 2008. Incorporated by reference as Exhibit 10.24 to Form 10-K for the year ended December 31, 2008. (2)
|
|
|
|
10.44
|
|
Chief Executive Officer Restricted Stock Unit Issuance Agreement, amended and restated effective October 22, 2008. Incorporated by reference as Exhibit 10.25 to Form 10-K for the year ended December 31, 2008. (2)
|
|
|
|
10.45
|
|
Chief Executive Officer Restricted Stock Unit Issuance Agreement, amended and restated, effective October 22, 2008. Incorporated by reference as Exhibit 10.26 to Form 10-K for the year ended December 31, 2008. (2)
|
|
|
|
10.46
|
|
Chief Executive Officer Restricted Stock Unit Issuance Agreement, amended and restated, effective October 22, 2008. Incorporated by reference as Exhibit 10.27 to Form 10-K for the year ended December 31, 2008. (2)
|
|
|
|
|
|
|
10.47
|
|
Form of Chief Executive Officer Restricted Stock Unit Issuance Agreement. Incorporated by reference as Exhibit 10.30 to Form 10-K for the year ended December 31, 2009. (2)
|
|
|
|
10.48
|
|
Form of Chief Executive Officer Restricted Stock Unit Issuance Agreement. Incorporated by reference as Exhibit 10.31 to Form 10-K for the year ended December 31, 2009. (2)
|
|
|
|
10.49
|
|
Form of Chief Executive Officer Restricted Stock Unit Issuance Agreement. Incorporated by reference as Exhibit 10.49 to Form 10-K for the year ended December 31, 2011. (2)
|
|
|
|
10.50
|
|
Form of Restricted Stock Unit Issuance Agreement Award, amended and restated, effective October 22, 2008. Incorporated by reference as Exhibit 10.28 to Form 10-K for the year ended December 31, 2008. (2)
|
|
|
|
10.51
|
|
Form of Restricted Stock Unit Issuance Agreement, amended and restated, effective October 22, 2008. Incorporated by reference as Exhibit 10.29 to Form 10-K for the year ended December 31, 2008. (2)
|
|
|
|
10.52
|
|
Form of Restricted Stock Unit Issuance Agreement. Incorporated by reference as Exhibit 10.34 to Form 10-K for the year ended December 31, 2009. (2)
|
|
|
|
10.53
|
|
Form of Restricted Stock Unit Issuance Agreement. Incorporated by reference as Exhibit 10.53 to Form 10-K for the year ended December 31, 2011. (2)
|
|
|
|
10.54
|
|
Performance Goals for the Chief Executive Officer 2010 Fiscal Year Bonus. Incorporated by reference as Exhibit 10.36 to Form 10-K for the year ended December 31, 2009. (2)
|
|
|
|
10.55
|
|
Performance Goals for the Chief Executive Officer 2011 Fiscal Year Bonus. Incorporated by reference as Exhibit 10.45 to Form 10-K for the year ended December 31, 2010. (2)
|
|
|
|
10.56
|
|
Performance Goals for the Chief Executive Officer 2012 Fiscal Year Bonus. Incorporated by reference as Exhibit 10.57 to Form 10-K for the year ended December 31, 2011. (2)
|
|
|
|
10.57
|
|
Performance Goals for the Chief Executive Officer 2013 Fiscal Year Bonus. Incorporated by reference as Exhibit 10.61 to Form 10-K for the year ended December 31, 2012. (2)
|
|
|
|
10.58
|
|
Performance Goals for the Chief Executive Officer 2014 Fiscal Year Bonus. (1) (2)
|
|
|
|
10.59
|
|
Form of Indemnification Agreement between SJW Corp. and officers. Incorporated by reference as Exhibit 10.37 to Form 10-K for the year ended December 31, 2009. (2)
|
|
|
|
10.60
|
|
Form of Indemnification Agreement between SJW Corp. and Board members. Incorporated by reference as Exhibit 10.38 to Form 10-K for the year ended December 31, 2009. (2)
|
|
|
|
10.61
|
|
Separation Agreement and Release by and between George J. Belhumeur and San Jose Water Company, dated as of May 25, 2012. Incorporated by reference as Exhibit 10.1 to Form 10-Q for period ended June 30, 2012. (2)
|
|
|
|
21.1
|
|
Subsidiaries of SJW Corp. filed as Exhibit 21.1 to Form 10-K for the year ended December 31, 2009.
|
|
|
|
23
|
|
Consent of Independent Registered Public Accounting Firm. (1)
|
|
|
|
31.1
|
|
Certification Pursuant to Rule 13a-14(a)/15d-14(a) by President and Chief Executive Officer. (1)
|
|
|
|
31.2
|
|
Certification Pursuant to Rule 13a-14(a)/15d-14(a) by Chief Financial Officer and Treasurer. (1)
|
|
|
|
32.1
|
|
Certification Pursuant to 18 U.S.C. Section 1350 by President and Chief Executive Officer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (1)
|
|
|
|
32.2
|
|
Certification Pursuant to 18 U.S.C. Section 1350 by Chief Financial Officer and Treasurer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (1)
|
|
|
|
|
|
(1) Filed currently herewith.
(2) Management contract or compensatory plan or agreement.
|
|
|
SJW CORP.
|
|
|
|
|
|
Date:
|
February 28, 2014
|
By
|
/s/ W. Richard Roth
|
|
|
|
W. RICHARD ROTH,
President, Chief Executive Officer
and Chairman of the Board
(Principal executive officer)
|
|
|||
|
|
|
Date:
|
February 28, 2014
|
By
|
/s/ W. Richard Roth
|
|
|
|
W. RICHARD ROTH,
President, Chief Executive Officer and Chairman of the Board (Principal executive officer) |
|
|||
|
|
|
|
Date:
|
February 28, 2014
|
By
|
/s/ James P. Lynch
|
|
|
|
JAMES P. LYNCH,
Chief Financial Officer and Treasurer
(Principal financial officer)
|
|
|||
|
|
|
|
Date:
|
February 28, 2014
|
By
|
/s/ Wendy Avila-Walker
|
|
|
|
WENDY AVILA-WALKER,
Controller
(Principal accounting officer)
|
|
|||
|
|
|
|
Date:
|
February 28, 2014
|
By
|
/s/ Katharine Armstrong
|
|
|
|
KATHARINE ARMSTRONG,
Member, Board of Directors
|
|
|||
|
|
|
|
Date:
|
February 28, 2014
|
By
|
/s/ Walter J. Bishop
|
|
|
|
WALTER J. BISHOP,
Member, Board of Directors
|
|
|||
|
|
|
|
Date:
|
February 28, 2014
|
By
|
/s/ Mark L. Cali
|
|
|
|
MARK L. CALI,
Member, Board of Directors
|
|
|||
|
|
|
|
Date:
|
February 28, 2014
|
By
|
/s/ Douglas R. King
|
|
|
|
DOUGLAS R. KING,
Member, Board of Directors
|
|
|||
|
|
|
|
Date:
|
February 28, 2014
|
By
|
/s/ Ronald B. Moskovitz
|
|
|
|
RONALD B. MOSKOVITZ,
Member, Board of Directors
|
|
|||
|
|
|
|
Date:
|
February 28, 2014
|
By
|
/s/ George E. Moss
|
|
|
|
GEORGE E. MOSS,
Member, Board of Directors
|
|
|||
|
|
|
|
Date:
|
February 28, 2014
|
By
|
/s/ Robert A. Van Valer
|
|
|
|
ROBERT A. VAN VALER,
Member, Board of Directors
|
|
|
SAN JOSE WATER COMPANY
|
By:
|
/s/ W. Richard Roth
W. Richard Roth, President and
Chief Executive Officer and
Chairman of the Board of Directors
|
I.
|
PURPOSE OF RESTATEMENT.
|
II.
|
ELIGIBILITY.
|
III.
|
DEFERRAL AWARDS.
|
IV.
|
DIVIDEND RIGHTS.
|
V.
|
DISTRIBUTION OF DEFERRAL ELECTION ACCOUNTS.
|
VI.
|
DEFINED TERMS.
|
VII.
|
MISCELLANEOUS.
|
Adopted By the Board on October 30, 2013
|
/s/ Suzy Papazian
Suzy Papazian, Corporate Secretary |
Performance Criteria
|
Goals and Minimum and Maximum Thresholds
|
Allocation of Target Amount ($) (1)
|
San Jose Water Company Return on Equity for the 2014 Fiscal Year (2)
|
Target Goal:
9.45%
Minimum Threshold:
7.00%
Maximum Goal:
At least 11.00%
|
$56,334
|
Compliance (Environmental) (3)
|
Maximum Goal:
No material water quality or environmental violations (Goal and Minimum Threshold are not applicable).
|
$56,333
|
San Jose Water Company
Operational Goals
|
Target Goal:
Achieve 80% of identified key water industry objectives measured primarily in terms of service, reliability and efficiency.
Minimum Threshold:
Achieve 70% of identified water industry objectives.
Maximum Goal:
Achieve 90% of identified key water industry objectives.
|
$56,333
|
1)
|
The target 2014 annual cash bonus amount is equal to $169,000, which is 25 percent of Mr. Roth’s 2014 base salary per his employment agreement. The actual bonus attributable to each performance goal may range from 0 to 150 percent of the portion of the target bonus amount allocated to that goal. Based on the Committee determination of the level of achievement of each performance goal, the amount payable with respect to that goal will be as follows:
|
•
|
If the goal is attained at target level, 100 percent of the allocated amount will be paid.
|
•
|
If the goal is only attained at the minimum level, then 50 percent of the allocated amount will be paid.
|
•
|
If the goal is attained at or above maximum level, then 150 percent of the allocated amount will be paid.
|
•
|
Should the actual level of attainment of any such performance goal be between two of the designated levels, then the bonus potential with respect to that goal will be interpolated on a straight-line basis.
|
2)
|
The return on equity calculation will be based on adjusted net income determined by adding back to net income the accrued annual cash bonuses for the officers for fiscal year 2014.
|
3)
|
“No material water quality or environmental violations” means the absence of citations with material fines issued by state or federal environmental regulators in the performance year in connection with violations which occurred in the performance year. A material fine will be deemed to occur if the amount of the fine exceeds $25,000 in any one instance or $100,000 in the aggregate for the year.
|
Date:
|
February 28, 2014
|
/s/ W. Richard Roth
|
|
|
W. RICHARD ROTH
|
|
|
President, Chief Executive Officer
|
|
|
and Chairman of the Board
|
|
|
(Principal executive officer)
|
Date:
|
February 28, 2014
|
/s/ James P. Lynch
|
|
|
JAMES P. LYNCH
|
|
|
Chief Financial Officer and Treasurer
|
|
|
(Principal financial officer)
|
(1)
|
the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ W. Richard Roth
|
W. RICHARD ROTH
|
President, Chief Executive Officer
|
and Chairman of the Board
|
(Principal executive officer)
|
February 28, 2014
|
(1)
|
the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ James P. Lynch
|
JAMES P. LYNCH
|
Chief Financial Officer and Treasurer
|
(Principal financial officer)
|
February 28, 2014
|